SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. __)*
CALIBER LEARNING NETWORK, INC.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
129914107
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(CUSIP Number)
Larry A. Kimmel
Robert Fleming, Inc.
320 Park Avenue, 11th Floor
New York, NY 10022
(212) 508-3610
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 26, 1999
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13-d(f), or 13d-1(g), check the
following box |_|.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. SEE Rule 13d-7(b) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
<PAGE>
CUSIP No. 129914107 SCHEDULE 13D Page 2 of 15 Pages
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
FLEMING US DISCOVERY FUND III, L.P.
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2 Check the Appropriate Box If a Member of a Group
a. |X|
b. |_|
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds
WC
- --------------------------------------------------------------------------------
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares 1,958,691 shares of Common Stock
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 314,036 shares of Common Stock
Person --------------------------------------------------------
With 9 Sole Dispositive Power
1,958,691 shares of Common Stock
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10 Shared Dispositive Power
314,036 shares of Common Stock
--------------------------------------------------------
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,272,727 shares of Common Stock
- --------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
15.1%
- --------------------------------------------------------------------------------
14 Type of Reporting Person
PN
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<PAGE>
SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 129914107 SCHEDULE 13D Page 3 of 15 Pages
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
FLEMING US DISCOVERY OFFSHORE FUND III, L.P.
- --------------------------------------------------------------------------------
2 Check the Appropriate Box If a Member of a Group
a. |X|
b. |_|
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds
WC
- --------------------------------------------------------------------------------
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Bermuda
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7 Sole Voting Power
Number of
Shares 314,036 shares of Common Stock
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 1,958,691 shares of Common Stock
Person --------------------------------------------------------
With 9 Sole Dispositive Power
314,036 shares of Common Stock
--------------------------------------------------------
10 Shared Dispositive Power
1,958,691 shares of Common Stock
--------------------------------------------------------
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,272,727 shares of Common Stock
- --------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
15.1%
- --------------------------------------------------------------------------------
14 Type of Reporting Person
PN
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<PAGE>
SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 129914107 SCHEDULE 13D Page 4 of 15 Pages
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
FLEMING US DISCOVERY PARTNERS, L.P.
- --------------------------------------------------------------------------------
2 Check the Appropriate Box If a Member of a Group
a. |X|
b. |_|
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3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds
AF
- --------------------------------------------------------------------------------
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares 0 shares of Common Stock
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 0 shares of Common Stock
Person --------------------------------------------------------
With 9 Sole Dispositive Power
0 shares of Common Stock
--------------------------------------------------------
10 Shared Dispositive Power
0 shares of Common Stock
--------------------------------------------------------
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,272,727 shares of Common Stock
- --------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
15.1%
- --------------------------------------------------------------------------------
14 Type of Reporting Person
PN
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SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 129914107 SCHEDULE 13D Page 5 of 15 Pages
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
FLEMING US DISCOVERY, LLC
- --------------------------------------------------------------------------------
2 Check the Appropriate Box If a Member of a Group
a. |_|
b. |_|
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds
AF
- --------------------------------------------------------------------------------
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares 2,272,727 shares of Common Stock
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 2,272,727 shares of Common Stock
Person --------------------------------------------------------
With 9 Sole Dispositive Power
2,272,727 shares of Common Stock
--------------------------------------------------------
10 Shared Dispositive Power
2,272,727 shares of Common Stock
--------------------------------------------------------
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,272,727 shares of Common Stock
- --------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
15.1 %
- --------------------------------------------------------------------------------
14 Type of Reporting Person
OO
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<PAGE>
SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 129914107 SCHEDULE 13D Page 6 of 15 Pages
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ROBERT FLEMING, INC.
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2 Check the Appropriate Box If a Member of a Group
a. |_|
b. |_|
- --------------------------------------------------------------------------------
3 SEC Use Only
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4 Source of Funds
AF
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware
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7 Sole Voting Power
Number of
Shares 0 shares of Common Stock
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 800,871 shares of Common Stock
Person --------------------------------------------------------
With 9 Sole Dispositive Power
0 shares of Common Stock
--------------------------------------------------------
10 Shared Dispositive Power
800,871 shares of Common Stock
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- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,073,598 shares of Common Stock
- --------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
20.4%
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14 Type of Reporting Person
IA, CO
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<PAGE>
SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 129914107 SCHEDULE 13D Page 7 of 15 Pages
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ROBERT FLEMING HOLDINGS, LTD.
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2 Check the Appropriate Box If a Member of a Group
a. |_|
b. |_|
- --------------------------------------------------------------------------------
3 SEC Use Only
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4 Source of Funds
AF
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United Kingdom
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares 0 shares of Common Stock
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 800,871 shares of Common Stock
Person --------------------------------------------------------
With 9 Sole Dispositive Power
0 shares of Common Stock
--------------------------------------------------------
10 Shared Dispositive Power
800,871 shares of Common Stock
--------------------------------------------------------
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,073,598 shares of Common Stock
- --------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
20.4%
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14 Type of Reporting Person
HC, CO
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<PAGE>
SEE INSTRUCTIONS BEFORE FILLING OUT!
STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OR 1934, AS AMENDED
================================================================================
Responses to each item below are incorporated by reference into each
other item, as applicable.
Item 1. Security and Issuer.
This Statement on Schedule 13D relates to Common Stock, par value
$0.01 per share ("Common Stock"), of CALIBER LEARNING NETWORK, INC., a Maryland
corporation ("Issuer"). The address of the Issuer's principal executive offices
is 509 South Exeter Street, Baltimore, MD 21202.
Item 2. Identity and Background.
This statement is being filed pursuant to a Joint Filing Agreement
(attached as Exhibit 1 and incorporated herein by reference) by (i) Fleming US
Discovery Fund III, L.P. ("US Fund"), (ii) Fleming US Discovery Offshore Fund
III, L.P. ("Offshore Fund"), (iii) Fleming US Discovery Partners, L.P.,
("Fleming Partners"), the general partner of the US Fund and a general partner
of the Offshore Fund, (iv) Fleming US Discovery, LLC ("Discovery"), the general
partner of Fleming Partners, (v) Robert Fleming, Inc. ("RFI"), investment
adviser to the US Fund and the Offshore Fund, and (vi) Robert Fleming Holdings,
Ltd. ("RFH"), the parent of RFI (sometimes collectively referred to as the
"Reporting Persons").
The information required by this Item for each of the Reporting Persons is
set forth in Appendix 1 hereto. The information required by this Item for each
officer, director, and partner and each controlling person, if any, of certain
Reporting Persons is set forth in Appendix 2 hereto.
The Offshore Fund has two general partners, Fleming Partners and Fleming
(Bermuda) Discovery III Limited ("Fleming Bermuda"). Fleming Bermuda is a
company organized in Bermuda. Its principal business and office address is c/o
Bank of Bermuda, Ltd., 6 Front St., Hamilton HM 11, Bermuda. Its principal
business is to serve as a general partner of the Offshore Fund.
During the last five years prior to the date of this filing, none of the
Reporting Persons or persons identified in Appendix 1 or Appendix 2 has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction ending in a judgment, decree or
final order enjoining future violations or prohibiting or mandating the
activities subject to, federal or state securities laws or finding a violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On October 26, 1999, the US Fund entered into the Preferred Stock
Purchase Agreement, dated as of October 26, 1999, between the Issuer and the US
Fund (see Exhibit 4 hereto, which is incorporated herein by reference), to
purchase, for a total purchase price of $10,772,800, 107,728 shares of Series A
Convertible Preferred Stock, $0.01 par value per share ("Series A Preferred
Stock"). The US Fund purchased the Series A Preferred Stock, which was acquired
by the US Fund at the closing on October 26, 1999, with its working capital. No
part of the purchase price was or will be represented by funds or other
consideration borrowed or otherwise obtained for the purpose of acquiring,
holding, trading or voting the Common Stock.
<PAGE>
On October 26, 1999, the Offshore Fund entered into the Preferred
Stock Purchase Agreement, dated as of October 26, 1999, between the Issuer and
the Offshore Fund, to purchase, for a total purchase price of $1,727,200, 17,272
shares of Series A Preferred Stock. The Offshore Fund purchased the Series A
Preferred Stock, which was acquired by the Offshore Fund at closing on October
26, 1999, with its working capital. No part of the purchase price was or will be
represented by funds or other consideration borrowed or otherwise obtained for
the purpose of acquiring, holding, trading or voting the Common Stock.
On October 26, 1999, Robert Fleming Nominees Limited ("RF Nominees")
entered into the Preferred Stock Purchase Agreement, dated as of October 26,
1999, between the Issuer and RF Nominees, to purchase, for a total purchase
price of $2,500,000, 25,000 shares of Series A Preferred Stock. RF Nominees
purchased the Series A Preferred Stock, which was acquired by the RF Nominees at
closing on October 26, 1999, with its working capital. No part of the purchase
price was or will be represented by funds or other consideration borrowed or
otherwise obtained for the purpose of acquiring, holding, trading or voting the
Common Stock.
Item 4. Purpose of Transaction.
a) The Series A Preferred Stock deemed to be beneficially owned by the Reporting
Persons were acquired for, and are being held for, investment purposes. The US
Fund, the Offshore Fund and RF Nominees may dispose of or acquire securities of
the Issuer, including Common Stock, depending upon the position of the market,
the Issuer and other factors.
Except as set forth above, none of the Reporting Persons nor, to the
best of their knowledge, any person listed in Appendix I hereto, has any plans
or proposals which relate to or would result in any other acquisition by any
person of additional securities of the Issuer, or the disposition of securities
of the Issuer.
b) None of the Reporting Persons nor, to the best of their knowledge, any person
listed in Appendix I hereto, has any plans or proposals which relate to or would
result in an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries.
c) None of the Reporting Persons nor, to the best of their knowledge, any person
listed in Appendix I hereto, has any plans or proposals which relate to or would
result in a sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries.
d) Pursuant to the Issuer's Articles Supplementary Classifying Series A
Convertible Preferred Stock ("Articles Supplementary") (see Exhibit 5 hereto,
which is incorporated herein by reference), so long as either (i) the US Fund,
the Offshore Fund, RF Nominees, any Affiliate, officer or employee of an
Affiliate or investment fund managed by an Affiliate of the US Fund, the
Offshore Fund, or RF Nominees to which the US Fund, the Offshore Fund, or RF
Nominees may transfer record or beneficial ownership of any shares of Series A
Preferred Stock or any shares of Common Stock obtained or obtainable upon
conversion of any shares of Series A Preferred Stock ("Fleming Holder") own at
least 50% of the outstanding shares of Series A Preferred Stock or (ii) any
transferee (except for a Fleming Holder) of any shares of Series A Preferred
Stock or any shares of Common Stock obtained or obtainable upon conversion of
any shares of Series A Preferred Stock ("Transferee") owns at least 50% of the
outstanding shares of Series A Preferred Stock, the holders of Series A
Preferred Stock, consenting or voting (as the case may be) as a separate class,
shall be entitled, but not required, to elect one (1) director of the Issuer.
Except as set forth above, none of the Reporting Persons nor, to the
best of their knowledge, any person listed in Appendix I hereto, has any plans
or proposals which relate to or would result in any other changes in the board
of directors or management of the Issuer, or which relate to or would result in:
(e) any material change in the present capitalization or divided policy of the
Issuer; (f) any other material change in the Issuer's business or corporate
structure; (g) changes in the Issuer's charter, By-Laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person; (h) causing a class of securities of the
Issuer to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (i) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Exchange Act; or (j) any action similar to any of those enumerated above.
<PAGE>
The Reporting Persons retain the right to change their investment
intent, to propose one or more possible transactions to the Issuer's board, to
acquire additional shares of preferred stock or common stock from time to time
or to sell or otherwise dispose of all or part of the Series A Preferred Stock
beneficially owned by them (or any shares of Common Stock into which such Series
A Preferred Stock are converted) in any manner permitted by law. In the event of
a material change in the present plans or intentions of the Reporting Persons,
the Reporting Persons will amend this Schedule 13D to reflect such change.
Item 5. Interest in Securities of the Issuer.
(a) On October 26, 1999, the US Fund purchased 107,728 shares of Series A
Preferred Stock ("US Fund Preferred Stock"). The US Fund Preferred Stock is
currently convertible into 1,958,691 shares of Common Stock ("US Fund Conversion
Shares"), subject to certain antidilution provisions.
On October 26, 1999, the Offshore Fund purchased 17,272 shares of
Series A Preferred Stock ("Offshore Fund Preferred Stock"; together with US Fund
Preferred Stock and Offshore Fund Preferred Stock, referred to herein as "Fund
Preferred Stock"). The Offshore Fund Preferred Stock is currently convertible
into 314,036 shares of Common Stock ("Offshore Fund Conversion Shares"; together
with US Fund Conversion Shares and Offshore Fund Conversion Shares, referred to
herein as "Fund Conversion Shares"), subject to certain antidilution provisions.
On October 26, 1999, RF Nominees purchased 25,000 shares of Series A
Preferred Stock ("RF Nominees Preferred Stock"). The RF Nominees Preferred Stock
is currently convertible into 454,546 shares of Common Stock ("RF Nominees
Conversion Shares"), subject to certain antidilution provisions.
RF Nominees also held 346,325 shares of Common Stock as of October
26, 1999 ("RF Nominees Common Stock").
Because of their relationship as affiliated entities, the US Fund and
the Offshore Fund may be deemed to beneficially own the Fund Conversion Shares.
As the general partner of the US Fund and the Offshore Fund, Fleming Partners
may be deemed to beneficially own the Fund Conversion Shares. As the general
partner of Fleming Partners, Discovery may be deemed to beneficially own the
Fund Conversion Shares. As investment adviser to the US Fund and the Offshore
Fund, controlling member of Discovery and the sole limited partner of Fleming
Partners, RFI may be deemed to beneficially own the Fund Conversion Shares.
While RFI has no formal advisory contract with RF Nominees, RFI may be deemed to
share beneficial ownership of the RF Nominees Conversion Shares and the RF
Nominees Common Stock, which are held in customer accounts by RFH, as a result
of RFI's relationship with RFH. RFI is 100% owned by RFH. RFH is 100% owned by
Copthall Overseas Limited which is ultimately 100% owned by Robert Fleming
Holdings Limited. Thus, as the indirect parent of RFI, RFH may be deemed to
beneficially own the Fund Conversion Shares, the RF Nominees Preferred Stock and
the RF Nominees Common Stock.
Pursuant to the Offshore Fund's Limited Partnership Agreement
(attached hereto as Exhibit 2 and incorporated herein by reference), Fleming
Bermuda, one of the Offshore Fund's general partners, is responsible for the
Offshore Fund's administrative, secretarial and related management activities.
Fleming Bermuda has no authority over or responsibility for the investment
management of the Offshore Fund.
As of October 26, 1999, each of the US Fund, the Offshore Fund,
Fleming Partners, and Discovery may be deemed to have owned beneficially 15.1%
of the outstanding Common Stock, on an aggregated basis, which percentage is
calculated based upon (i) 12,345,760 shares of Common Stock reported outstanding
by the Issuer to the Reporting Persons as of October 26, 1999, (ii) the number
of shares of Common Stock (2,272,727) issuable upon conversion of the Fund
Preferred Stock and (iii) the number of shares of Common Stock (454,546)
issuable upon conversion of the RF Nominees Preferred Stock.
The percentage is calculated by dividing 2,272,727 by 15,073,033
(which is the sum of 12,345,760, 2,272,727 and 454,546).
As of October 26, 1999, each of RFI and RFH may be deemed to have
owned beneficially 20.4% of the outstanding Common Stock, on an aggregated
basis, which percentage is calculated based upon (i) 12,345,760 shares of Common
Stock (which includes 346,325 shares of Common Stock held by RF Nominees as of
October 26, 1999) reported outstanding by the Issuer to the Reporting Persons as
of October 26, 1999, (ii) the number of shares of Common Stock (2,272,727)
issuable upon conversion of the Fund Preferred Stock and (iii) the number of
shares of Common Stock (454,546) issuable upon conversion of the RF Nominees
Preferred Stock.
<PAGE>
The percentage is calculated by dividing 3,073,598 (which is the sum
of 2,272,727, 454,546 and 346,325) by 15,073,033 (which is the sum of
12,345,760, 2,272,727 and 454,546).
(b) The information required by this paragraph is reflected on Lines 7-10 of
each Reporting Person's cover page, incorporated herein by reference. The
information required by Items 2 of this Schedule for Fleming US Discovery
Investment Trust and Fleming US Discovery Fund is set forth in Appendix 1 and
Appendix 2 hereto.
(c) None of the Reporting Persons has effected any transactions in the Common
Stock during the last 60 days.
(d) No other person is known to have the right to receive or the power to direct
the receipt of dividends from, or any proceeds from the sale of, the shares of
Common Stock beneficially owned by any of the Reporting Persons.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
the Securities of the Issuer.
The US Fund, the Offshore Fund and RF Nominees acquired their
respective shares of Series A Preferred Stock as of October 26, 1999 pursuant to
the Preferred Stock Purchase Agreements, dated as of October 26, 1999, and
executed by the US Fund, the Offshore Fund, RF Nominees and the Issuer.
A Stockholders' Agreement, dated as of October 26, 1999 (see Exhibit
6 hereto, which is incorporated herein by reference), was entered into by the
Issuer, Chris L. Nguyen, the US Fund, the Offshore Fund and RF Nominees. The
Stockholders' Agreement provides that, so long as the Fleming Holders
collectively hold at least 25% of the Fund Conversion Shares and the RF Nominees
Conversion Shares issuable on the closing, calculating the Fund Preferred Stock
and the RF Nominees Preferred Stock on an as-converted basis, in the event Mr.
Nguyen proposes to transfer his shares ("Transferor Shares") to any Person
("Buyer"), as a condition to such Transfer, Mr. Nguyen shall cause the Buyer to
offer to purchase from the Fleming Holders up to that number of Series A
Preferred Stock and Common Stock owned by a Fleming Holder or any Transferee
("Investor Shares") representing the same percentage of all Investor Shares
owned by it as the Transferor Shares are of all shares held by Mr. Nguyen,
subject to certain exceptions. These "Tag-Along" rights are more fully set forth
in Section 1 of the Stockholders' Agreement.
Pursuant to the Registration Rights Agreement, dated October 26, 1999
(see Exhibit 7 hereto, which is incorporated herein by reference), the Issuer
has granted to the Fleming Holders and their permitted transferees certain
demand and "piggyback" registration rights with respect to the shares of Common
Stock (including Common Stock issuable upon the conversion of Series A Preferred
Stock) held by such stockholders.
Pursuant to the Articles Supplementary, as filed with the Maryland
State Department of Assessments and Taxation on October 25, 1999 (see Exhibit 5
hereto, which is incorporated herein by reference), the Fleming Holders
currently are entitled to one vote per share of Common Stock into which each
share of Series A Preferred Stock is convertible. The Fleming Holders currently
are entitled to receive dividends at a rate per annum equal to 7.5% of the
Preferred Dividend Value (as defined in the Articles Supplementary). In
addition, under the Articles Supplementary, the Fleming Holders are entitled to
elect one member of the Issuer's Board of Directors, as more fully set forth in
Item 4 herein and Section 3(c) of the Articles Supplementary.
In the Limited Partnership Agreements of the US Fund and the Offshore
Fund, each dated as of September 27, 1996 (attached hereto as Exhibits 3 and 2,
and are incorporated herein by reference), the US Fund, the Offshore Fund and
their respective limited partners agreed that (i) all investment opportunities
would be apportioned between the US Fund, the Offshore Fund in proportion to the
relative amounts of capital committed to each Fund and (ii) the US Fund, the
Offshore Fund would sell or otherwise dispose of their investments at
substantially the same time, on substantially the same terms, in amounts
proportionate to the relative size of their investments.
The foregoing response to this Item 6 is qualified in its entirety by
reference to the Preferred Stock Purchase Agreements, the Stockholders'
Agreement, the Articles Supplementary, and the Registration Rights Agreement.
<PAGE>
Except as set forth in this Item 6 and Items 3, 4, and 5 of this
statement, there are no contracts, arrangements, understandings or relationships
among the persons named in Item 2 or between such persons and any other person
with respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 - Joint Filing Agreement.
Exhibit 2 - Limited Partnership Agreement of Fleming
Discovery Offshore Fund III, L.P. (incorporated by
reference to Exhibit 3 to the Schedule 13D of Robert
Fleming, Inc. with respect to the securities of
Anicom, Inc. filed on July 29, 1997).
Exhibit 3 - Limited Partnership Agreement of Fleming US
Discovery Fund III, L.P. (incorporated by reference
to Exhibit 6 to the Schedule 13D of Robert Fleming,
Inc. with respect to the securities of Anicom, Inc.
filed on July 29, 1997).
Exhibit 4 - Preferred Stock Purchase Agreement, dated as of
October 26, 1999, between Caliber Learning Network,
Inc. and Fleming US Discovery Fund III, L.P.
Preferred Stock Purchase Agreement, dated as of
October 26, 1999 between Caliber Learning Network,
Inc. and Fleming US Offshore Discovery Fund III,
L.P. Preferred Stock Purchase Agreement between
Caliber Learning Network, Inc. and Robert Fleming
Nominees Limited (incorporated by reference to the
same documents included as Exhibit 10.01, 10.02, and
10.03 respectively) to Form 8-K filed by the Issuer
on October 26, 1999, under SEC File No. 000-23945).
Exhibit 5 - Articles Supplementary Classifying Series A
Convertible Preferred Stock, as filed with the
Maryland State Department of Assessments and
Taxation on October 25, 1999 (incorporated by
reference to the same document included as Exhibit
3.01 to Form 8-K filed by the Issuer on October 26,
1999, under SEC File No. 000-23945).
Exhibit 6 - Stockholders' Agreement, dated as of October 26,
1999, among Caliber Learning Network, Inc., Chris L.
Nguyen, Fleming US Discovery Fund III, L.P., Fleming
US Discovery Offshore Fund III, L.P. and Robert
Fleming Nominees Limited (incorporated by reference
to the same document included as Exhibit 10.05 to
Form 8-K filed by the Issuer on October 26, 1999,
under SEC File No. 000-23945).
Exhibit 7 - Registration Rights Agreement, dated as of
October 26, 1999 among Caliber Learning Network,
Inc., Fleming US Discovery Fund III, L.P., Fleming
US Discovery Offshore Fund III, L.P. and Robert
Fleming Nominees Limited (incorporated by reference
to the same document included as Exhibit 10.04 to
Form 8-K filed by the Issuer on October 26, 1999,
under SEC File No. 000-23945).
Exhibit 99 - Press Release issued by the Issuer on October
27, 1999 (incorporated by reference to the same
document included as Exhibit 99.1 to Form 8-K filed
by the Issuer on October 26, 1999, under SEC File
No. 000-23945).
Appendix 1- Address, Organization and Principal Business of
Each Reporting Person Required by Item 2
Appendix 2- Information About Each Reporting Person Required
by Item 2
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.*
<PAGE>
November 5, 1999
FLEMING US DISCOVERY FUND III, L.P.
By: Fleming US Discovery Partners, L.P.,
its general partner
By: Fleming US Discovery, LLC, its
general partner
By: /s/ Robert L. Burr
------------------------------
Robert L. Burr, Member
FLEMING US DISCOVERY OFFSHORE FUND III, L.P.
By: Fleming US Discovery Partners, L.P.,
its general partner
By: Fleming US Discovery, LLC, its
general partner
By: /s/ Robert L. Burr
--------------------------
Robert L. Burr, Member
FLEMING US DISCOVERY PARTNERS, L.P.
By: Fleming US Discovery, LLC, its
general partner
By: /s/ Robert L. Burr
----------------------------------
Robert L. Burr, Member
FLEMING US DISCOVERY, LLC
By: /s/ Robert L. Burr
----------------------------------
Robert L. Burr, Member
<PAGE>
ROBERT FLEMING, INC.
By: /s/ Arthur A. Levy
----------------------------------
Arthur A. Levy, Director
ROBERT FLEMING HOLDINGS, LTD.
By: /s/ Arthur A. Levy
----------------------------------
Arthur A. Levy, Director
Exhibit 1
JOINT FILING AGREEMENT
Pursuant to and in accordance with Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934, the undersigned hereby agree to jointly file the Schedule
13D dated November 5, 1999 and any amendments thereto with respect to the
beneficial ownership by each of the undersigned of shares of common stock of
CALIBER LEARNING NETWORK, INC. Such joint filings may be executed by one or more
of us on behalf of each of the undersigned.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
Executed this day of November 5, 1999.
FLEMING US DISCOVERY FUND III, L.P.
By: Fleming US Discovery Partners, L.P.,
its general partner
By: Fleming US Discovery, LLC, its
general partner
By: /s/ Robert L. Burr
------------------------------
Robert L. Burr, Member
FLEMING US DISCOVERY OFFSHORE FUND III, L.P.
By: Fleming US Discovery Partners, L.P.,
its general partner
By: Fleming US Discovery, LLC, its
general partner
By: /s/ Robert L. Burr
--------------------------
Robert L. Burr, Member
<PAGE>
Exhibit 1
FLEMING US DISCOVERY PARTNERS, L.P.
By: Fleming US Discovery, LLC, its
general partner
By: /s/ Robert L. Burr
----------------------------------
Robert L. Burr, Member
FLEMING US DISCOVERY, LLC
By: /s/ Robert L. Burr
----------------------------------
Robert L. Burr, Member
ROBERT FLEMING, INC.
By: /s/ Arthur A. Levy
----------------------------------
Arthur A. Levy, Director
ROBERT FLEMING HOLDINGS, LTD.
By: /s/ Arthur A. Levy
----------------------------------
Arthur A. Levy, Director
APPENDIX 1
ADDRESS, ORGANIZATION AND PRINCIPAL BUSINESS OF EACH REPORTING PERSON REQUIRED
BY ITEM 2 AND OTHER PERSONS REQUIRED BY ITEM 5
<TABLE>
<CAPTION>
PRINCIPAL BUSINESS PLACE OF
REPORTING PERSON AND OFFICE ADDRESS ORGANIZATION PRINCIPAL BUSINESS
- ---------------- ------------------ ------------ ------------------
<S> <C> <C> <C>
Fleming US Discovery Fund 320 Park Avenue, 11th Delaware limited to invest in securities with a
III, L.P. Floor partnership view to long-term capital
("US Fund") New York, NY 10022 appreciation
Fleming US Discovery c/o Bank of Bermuda, Ltd, Bermuda limited to invest in securities with a
partnership view to long-term capital
Offshore Fund III, L.P. 6 Front St appreciation
("Offshore Fund") Hamilton HM 11 Bermuda
<PAGE>
Fleming US Discovery 320 Park Avenue, Delaware limited to act as the general partner
Partners, L.P. 11th Floor partnership of the Funds
("Fleming Partners") New York, NY 10022
Fleming US Discovery, LLC 320 Park Avenue, Delaware limited to act as the sole general
11th Floor liability company partner of Fleming Partners
New York, NY 10022
Robert Fleming, Inc. 320 Park Avenue, Delaware corporation a registered investment
11th Floor adviser and broker-dealer
New York, NY 10022
Robert Fleming Holdings, 25 Copthall Avenue United Kingdom to provide international
Ltd. London EC2B 7PQ, company investment banking, asset
England management and securities
brokerage services to its
clients
OTHER
Fleming US Discovery 25 Copthall Avenue
Investment Trust London EC2B 7PQ,
England
Fleming US Discovery 320 Park Avenue,
Fund 11th Floor
New York, NY 10022
</TABLE>
<PAGE>
Appendix 2
INFORMATION ABOUT REPORTING PERSONS
REQUIRED BY ITEM 2
MANAGERS AND COMMITTEES OF FLEMING US DISCOVERY, LLC
MANAGERS
Robert Fleming, Inc.
Robert L. Burr
Christopher M.V. Jones*
Eytan M. Shapiro*
Timothy R.V. Parton*
EXECUTIVE COMMITTEE
Arthur A. Levy
Iain O.S. Saunders
Jonathan K.L. Simon
Robert L. Burr
Christopher M.V. Jones
INVESTMENT COMMITTEE
Robert L. Burr
Christopher M.V. Jones
Eytan M. Shapiro
Timothy R.V. Parton
* Eytan M. Shapiro, Christopher M.V. Jones and Timothy R.V. Parton are United
Kingdom citizens. Robert L. Burr is a United States citizen. Their business
address is 320 Park Avenue, 11th Floor, New York, New York 10022. The
citizenship and business address, for each of the remaining persons listed above
is contained in "Executive Officers and Directors of Robert Fleming, Inc."
EXECUTIVE OFFICERS AND DIRECTORS OF ROBERT FLEMING, INC.
Name: Lord Robin Renwick
Citizenship: United Kingdom
Business Address: Robert Fleming & Co.
25 Copthall Avenue
London EC2R-7DR, England
Title: Chairman of the Board
Name: Arthur A. Levy
Citizenship: United States
Business Address: Robert Fleming, Inc.
320 Park Avenue
New York, NY 10022
Title: President, Vice Chairman and Director
<PAGE>
Name: Christopher M.V. Jones
Citizenship: United Kingdom
Business Address: Robert Fleming, Inc.
320 Park Avenue
New York, NY 10022
Title: Director
Name: Larry A. Kimmel
Citizenship: United States
Business Address: Robert Fleming,Inc.
320 Park Avenue
New York, NY 10022
Title: Vice President and
Director of Compliance
Name: Iain O.S. Saunders
Citizenship: United Kingdom
Business Address: Robert Fleming & Co.
25 Copthall Avenue
London EC2R-7DR, England
Title: Director
Name: Jonathan K.L. Simon
Citizenship: United Kingdom
Business Address: Robert Fleming, Inc.
320 Park Avenue
New York, NY 10022
Title: Director
Name: Leonard Lubrano
Citizenship: United States
Business Address: Robert Fleming, Inc.
320 Park Avenue
New York, NY 10022
Title: Chief Financial Officer
and Vice President
Name: Mark Mattheys
Citizenship: United States
Business Address: Robert Fleming, Inc.
320 Park Avenue
New York, NY 10022
Title: Director and Chief Operating Officer
Name: Charlie Bridge
Citizenship: United States
Business Address: Robert Fleming, Inc.
320 Park Avenue
New York, NY 10022
Title: Director
Name: Eduardo Canet
Citizenship: United States
Business Address: Robert Fleming, Inc.
320 Park Avenue
New York, NY 10022
Title: Director
<PAGE>
OFFICERS AND DIRECTORS OF ROBERT FLEMING HOLDINGS, LTD.
BOARD OF DIRECTORS* CITIZENSHIP
- ------------------- -----------
John Manser CBE United Kingdom
Chairman
William Garrett United Kingdom
Group Chief Executive
Phillip Wichelow United Kingdom
Iain O.S. Saunders United Kingdom
John Emly United Kingdom
Paul Bateman United Kingdom
Tom Hughes-Hallett United Kingdom
Michael Baines United Kingdom
David Boardman United Kingdom
Robin Fleming United Kingdom
Ken Inglis United Kingdom
Arthur A. Levy United States
Bernard Taylor United Kingdom
Sir Robin Renwick KCMG United Kingdom
John Archibald United Kingdom
Peter Barton United Kingdom
Ian Hannam United Kingdom
*With the exception of Arthur A. Levy, the business address for each of the
above persons is 25 Copthall Avenue, London EC2R- 77DR, England. The titles
below the first four names refer to officer titles.
